10-Q 1 az10q-mar312012.htm FORM 10-Q az10q-mar312012.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended: March 31, 2012
 
OR
 
¨  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______ to ______
 
Commission File No. 0-25356
 
AZZURRA HOLDING CORPORATION
(Exact name of Registrant as specified in its charter)
 
DELAWARE
  
77-0289371
(State or other Jurisdiction of Incorporation or Organization)
  
(I.R.S. Employer Identification No.)
     
501 West Broadway, Suite 800
San Diego, California
  
 
92101
(Address of Principal Executive Offices)
  
(Zip Code)
 
 (619) 795-1134
(Issuer’s telephone number)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    
Yes  x No  o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non–accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b–2 of the Exchange Act. (Check one):

Large accelerated filer
o
Accelerated filer
o
Non–Accelerated filer 
o
Small reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act).  
Yes  x No  o

As of May 14, 2012 there were 187,000 shares of the Registrant's common stock outstanding, par value $0.01 per share.

Transitional Small Business Disclosure Format (Check one):   Yes  o No  o

 
 
 

AZZURRA HOLDING CORPORATION

TABLE OF CONTENTS

 
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Certifications
  
 
 
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PART I - FINANCIAL INFORMATION

ITEM 1.                      FINANCIAL STATEMENTS

AZZURRA HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
 
   
March 31,
2012
    
December 31,
2011
  
ASSETS
  
(Unaudited)
        
Current assets:
            
Cash
  
$
15
    
$
1
  
                 
Total current assets and total assets
  
$
 15
 
  
$
1
  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                
Current liabilities:
                
   Notes payable
  
$
48
    
$
28
  
   Accounts payable and accrued liabilities
    
9
      
5
  
                 
Total current liabilities and total liabilities
    
57
      
33
  
                 
Stockholders' equity (deficit):
                
Common stock, par value $0.01 per share; 250,000 shares authorized; 187,000 issued and outstanding
    
1
      
1
  
Additional paid-in capital
    
554
      
554
  
Accumulated deficit
    
(597
)
    
(587
)
                 
Total stockholders' equity (deficit)
    
(42
)
    
(32
)
                 
Total liabilities and stockholders' equity (deficit)
  
$
15
    
$
1
  
 
The accompanying notes are an integral part of these condensed consolidated financial statements.

 
-1-
 
 
AZZURRA HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(UNAUDITED)

   
For the Three Months
  
   
Ended March 31,
  
   
2012
    
2011
  
             
Sales
  
$
-
    
$
-
  
                 
Cost of sales
    
-
      
-
  
                 
Gross profit
    
-
      
-
  
                 
Operating expense:
                
General and administrative
    
9
      
9
  
                 
Total operating expenses
    
9
      
9
  
                 
Loss from operations
    
(9
)
    
(9
)
                 
Other expense
    
(1
)
    
-
  
                 
NET LOSS
  
$
(10
)
  
$
(9
) 
                 
Basic and diluted net loss per common share
  
$
(0.05)
    
$
(0.05
) 
                 
Shares used in basic and diluted per share computation
    
187
      
187
  

The accompanying notes are an integral part of these condensed consolidated financial statements.

 
-2-
 
 
AZZURRA HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except per share data)
(UNAUDITED)

   
For the Three Months
Ended March 31,
  
   
2012
    
2011
  
Cash flows from operating activities:
            
Net loss
   $ (10 )   $ (9 )
                 
Changes in operating assets and liabilities:
                
Current liabilities
     4       7  
                 
                      Net cash used in operating activities
     (6 )     (2 ) 
                 
Cash provided by financing activities
                
Proceeds from shareholder loans
     20       28  
                 
                      Net cash provided by financing activities
     20       28  
                 
                      Net increase (decrease)  in cash and cash equivalents
     14       26  
                 
Cash and cash equivalents at beginning of the period
     1       2  
                 
Cash and cash equivalents at end of the period
   $ 15     $ 28  

The accompanying notes are an integral part of these condensed consolidated financial statements.

 
-3-
 
 
AZZURRA HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS

1.
BACKGROUND AND ORGANIZATION

Azzurra Holding Corporation, formerly known as Wave Wireless Corporation (“Wave”), is a Delaware corporation.  Wave became Azzurra Holding Corporation (the “Company”) subsequent to the consummation of the transactions contemplated by the Joint Plan of Reorganization, as amended, of Wave, pursuant to Chapter 11 of Title 11 of the United States Code, on June 28, 2007.
 
The Company currently has no ongoing operations.   The Board of Directors has determined to maintain the Company as a public shell corporation, which will seek suitable business combination opportunities.  The Board believes that a business combination with an operating company has the potential to create greater value for the Company’s stockholders than a liquidation or similar distribution

Bankruptcy Proceedings under Chapter 11 of the Bankruptcy Code and Reorganization

On October 31, 2006 (“Petition Date”), the Company filed a voluntary petition for reorganization under Chapter 11 of the Code in the United States Bankruptcy Court for the District of Delaware (“Court”) (the “Bankruptcy Petition”).  The Court confirmed a Joint Plan of Reorganization on June 14, 2007.   Under the terms and conditions of the Joint Plan, as confirmed by the Court, holders of our equity interests as of the effective date of the Joint Plan, have terminated, and three preferred shareholders of the Company each acquired shares of common stock of the Company, under the terms of the Joint Plan.
 
2.
BASIS OF PRESENTATION SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Since July 2007, the Company has been a non-operating shell company and its business operations were limited to sustaining the public shell.

Accounting Estimates

In preparing the financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expense during the reporting period. Actual results could differ from those estimates.

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary.  All significant inter-company accounts and transactions have been eliminated.
 
 
-4-
 
 
Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results of operations and for the periods presented have been included.  Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for future periods or for the fiscal year.  The balance sheet at December 31, 2011 has been derived from the audited financial statements at that date, but does not included all of the information and footnotes required by GAAP for complete financial statements.
 
You should read these condensed consolidated financial statements together with the historical consolidated financial statements for the Company for the years ended December 31, 2011 and 2010, included in our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission (“SEC”) on March 9, 2012 (the “Annual Report”).

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

The Company currently has no operations and intends to locate and combine with an existing, privately-held company that is profitable or which, in management's view, has growth potential, irrespective of the industry in which it is engaged.  However, the Company does not intend to combine with a private company, which may be deemed to be an investment company subject to the Investment Company Act of 1940. A combination may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets or any other form which will result in the combined enterprises becoming a publicly-held corporation.

Pending negotiation and consummation of a combination, the Company anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, thus, will have no source of revenue.  To continue as a going concern, pending consummation of a transaction, the Company intends to either seek additional equity or debt financing.  No assurances can be given that such equity or debt financing will be available to the Company nor can there be any assurance that a combination transaction will be consummated.  Should the Company need to incur any significant liabilities prior to a combination transaction, including those associated with the current minimal level of general and administrative expenses, it may not be able to satisfy those liabilities in the event it was unable to obtain additional equity or debt financing.                              
 
3.
NOTES PAYABLE
 
On March 25 and March 31, 2011, the Company issued two promissory notes in the principal amount of $12,500 and $15,000, respectively, to two principal investors (the “Notes”).  On March 16 and March 19, 2012, the Company issued two additional Notes each in the principal amount of $10,000, to the same principal investors.  Each of the Notes are payable on demand, and accrue interest at the rate of 7% annually.
 
4.
NET LOSS PER SHARE

Basic and diluted loss per common share is computed by dividing the net loss by the weighted average common shares outstanding.  No options or warrants are currently issued or outstanding.
 
 
-5-
 

ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains forward-looking statements, which involve numerous risks and uncertainties. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, including without limitation, statements regarding the Company's expectations, beliefs, intentions or strategies regarding the future. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Certain Factors Affecting the Company" contained in our Annual Report on Form 10-K for the year ended December 31, 2011, and other documents filed by us with the Securities and Exchange Commission.

Description of Business

Azzurra Holding Corporation, formerly, Wave Wireless Corporation (“Azzurra”, the “Company,” “we,” “us,” “our”) was incorporated in 1991 as a Delaware Corporation.  Our executive offices are located at 501 West Broadway, Suite 800, San Diego, California 92101, and our telephone number is 619-795-1134.
  
As a result of the consummation of the bankruptcy of the Company on June 28, 2007, and confirmation of a Joint Plan of Reorganization, and the subsequent sale of our operating businesses, the Company currently has no ongoing operations.   The Board has determined to maintain the Company as a public shell corporation, which will seek suitable business combination opportunities.  The Board believes that a business combination with an operating company has the potential to create greater value for the Company’s stockholders than a liquidation or similar distribution.
 
During the three-month periods ended March 31, 2012, the Company was a non-operating shell company and its business operations were limited to sustaining the public shell.

Employees
 
As of March 31, 2012, we did not have any full- or part-time employees.  Our President and Chief Executive Officer, who also serves as our Chief Financial Officer, works part-time as a consultant to the Company.

Critical Accounting Policies

The preparation of financial statements in accordance with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material and affect the results of operations reported in future periods.
 
RESULTS OF OPERATIONS

Sales

During the three months ended March 31, 2012 and 2011, the Company had no sales, and no sales are anticipated to occur until such time as the Company merges with or acquires an operating company, or otherwise commences operations.

Gross Profit (Loss)

During the three months ended March 31, 2012 and 2011, the Company had no gross profit (loss) as it did not have sales during either such period.
 
 
-6-
 
 
General and Administrative

During the three months ended March 31, 2012, and the three months ended March 30, 2011, general and administrative expenses were approximately $9,000 and $9,000, respectively.  General and administrative expenses during the periods reported consist principally of auditing, and related costs associated with the preparation and review of the Company’s consolidated financial statements, and administration costs and expenses. 

Other Expense

During the three months ended March 31, 2012, other expenses were $1,000, due to the interest expense on outstanding notes payable.

Net Income (Loss)
 
During the three months ended March 31, 2012, the net loss was $10,000, as compared to net loss of $9,000 during the three months ended March 31, 2011.   
 
LIQUIDITY AND CAPITAL RESOURCES
 
At March 31, 2012, the Company had cash and cash equivalents of approximately $15,000, compared to approximately $1,000 in cash and cash equivalents at December 31, 2011.  During the three month period ended March 31, 2012, overall cash increased by approximately $14,000, primarily due to the receipt of notes payable totaling $20,000 during the period.
 
The Company currently has no operations and intends to locate and combine with an existing, privately-held company that is profitable or which, in management's view, has growth potential, irrespective of the industry in which it is engaged.  However, the Company does not intend to combine with a private company, which may be deemed to be an investment company subject to the Investment Company Act of 1940. A combination may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets or any other form which will result in the combined enterprises becoming a publicly-held corporation.
 
Pending negotiation and consummation of a combination, the Company anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, thus, will have no source of revenue.  To continue as a going concern, pending consummation of a transaction, the Company intends to either seek additional equity or debt financing.  No assurances can be given that such equity or debt financing will be available to the Company nor can there be any assurance that a combination transaction will be consummated.  Should the Company need to incur any significant liabilities prior to a combination transaction, including those associated with the current minimal level of general and administrative expenses, it may not be able to satisfy those liabilities in the event it was unable to obtain additional equity or debt financing.

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

 
-7-
 
 
ITEM 4.
CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Prior to the filing of this report, the Company's management assessed the effectiveness of our internal control over financial reporting. Based upon this assessment, management concluded that the Company’s controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports filed by it under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Chief Financial Officer of the Company, as appropriate to allow timely decisions regarding required disclosure.   

There has been no change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected or is reasonably likely to materially affect its internal control over financial reporting.
  
Changes in Internal Control Over Financial Reporting
  
The Company’s Chief Executive Officer and Chief Financial Officer have determined that there have been no changes in the Company’s internal control over financial reporting during the period covered by this Report identified in connection with the evaluation described in the above paragraph that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.
LEGAL PROCEEDINGS.

None.
 
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.
DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.
MINE SAFETY DISCLOSURES.

None.

ITEM 5.
OTHER INFORMATION

None.

 
-8-
 

ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits

10.1
Form of Promissory Note
31
Certification of Principal Executive and Financial Officer Pursuant to Exchange Act Rule 13a-14(a).
32
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase
101.DEF*
XBRL Taxonomy Extension Definition Linkbase
101.LAB*
XBRL Taxonomy Extension Label Linkbase
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase

(b)    Reports on Form 8-K
 
None.

*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

 
-9-
 


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AZZURRA HOLDING CORPORATION
 
Date:  May 15, 2012
/s/ Daniel W. Rumsey
  
 
Daniel W. Rumsey, Chief Executive Officer
(Principal Executive Officer, Principal Financial and Accounting Officer)